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H.R. 4279 — what changed

Expanding Investment Opportunities Act

From Introduced in House to Reported in House. 1 section amended between Introduced in House and Reported in House.

Sec. 2 Parity for closed-end companies regarding offering and proxy rules

(a)
changed Revision to rules— Not later than the end of the 180 period beginning on the date of enactment of this Act, the Securities and Exchange Commission shall propose and, not later than 1 year after the date of enactment of this Act, the Securities and Exchange Commission shall revise finalize any rules to the extent necessary rules, as appropriate, to allow any closed-end company, as defined in section 5(a)(2) of the Investment Company Act of 1940 (15 U.S.C. 80a–5), that is registered as an investment company under such Act Act, and is listed on a national securities exchange or that makes periodic repurchase offers pursuant to section 270.23c-3 of title 17, Code of Federal Regulations, to use the securities offering and proxy rules rules, subject to conditions the Commission determines appropriate, that are available to other issuers that are required to file reports under section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m; 78o(d)). Any action that the Commission takes pursuant to this subsection shall include consider the following:availability of information to investors, including what disclosures constitute adequate information to be designated as a “well-known seasoned issuer”.
(1)
removed The Commission shall revise section 230.405 of title 17, Code of Federal Regulations, to—
(A)
removed remove the exclusion of a registered closed-end company from the definition of a well-known seasoned issuer provided by that section; and
(B)
removed add registration statements filed on Form N–2 to the definition of automatic shelf registration statement provided by that section.
(2)
removed The Commission shall revise sections 230.168 and 230.169 of title 17, Code of Federal Regulations, to remove the exclusion of a registered closed-end company from the list of issuers that can use the exemptions provided by those sections.
(3)
removed The Commission shall revise sections 230.163 and 230.163A of title 17, Code of Federal Regulations, to remove a registered closed-end company from the list of issuers that are ineligible to use the exemptions provided by those sections.
(4)
removed The Commission shall revise section 230.134 of title 17, Code of Federal Regulations, to remove the exclusion of a registered closed-end company from that section.
(5)
removed The Commission shall revise sections 230.138 and 230.139 of title 17, Code of Federal Regulations, to specifically include any registered closed-end company as an issuer to which those sections apply.
(6)
removed The Commission shall revise section 230.164 of title 17, Code of Federal Regulations, to remove a registered closed-end company from the list of issuers that are excluded from that section.
(7)
removed The Commission shall revise section 230.433, of title 17, Code of Federal Regulations, to specifically include any registered closed-end company that is a well-known seasoned issuer as an issuer to which that section applies.
(8)
removed The Commission shall revise section 230.415 of title 17, Code of Federal Regulations, to—
(A)
removed state that the registration for securities provided by that section includes securities registered by any registered closed-end company on Form N–2; and
(B)
removed eliminate the requirement that a Form N–2 registrant must furnish the undertakings required by item 34.4 of Form N–2.
(9)
removed The Commission shall revise section 230.497 of title 17, Code of Federal Regulations, to include a process for any registered closed-end company to file a form of prospectus that is parallel to the process for filing a form of prospectus under section 230.424(b) of such title.
(10)
removed The Commission shall revise sections 230.172 and 230.173 of title 17, Code of Federal Regulations, to remove the exclusion of an offering of any registered closed-end company from those sections.
(11)
removed The Commission shall revise section 230.418 of title 17, Code of Federal Regulations, to provide that any registered closed-end company that would otherwise meet the eligibility requirements of General Instruction I.A of Form S–3 shall be exempt from paragraph (a)(3) of that section.
(12)
removed The Commission shall revise section 240.14a–101 of title 17, Code of Federal Regulations, to provide that any registered closed-end company that would otherwise meet the requirements of General Instruction I.A of Form S–3 shall be deemed to meet the requirements of Form S–3 for purposes of Schedule 14A.
(13)
removed The Commission shall revise section 243.103 of title 17, Code of Federal Regulations, to provide that paragraph (a) of that section applies for purposes of Form N–2.
(b)
changed Revisions to Form N–2—Treatment if revisions not completed in a timely manner— Not later than 1 year after If the date Commission fails to complete the revisions required by subsection (a) by the time required by such subsection, any registered closed-end company that is listed on a national securities exchange or that makes periodic repurchase offers pursuant to section 270.23c-3 of enactment title 17, Code of this Act, Federal Regulations, shall be deemed not to be an ineligible issuer under the final rule of the Commission shall revise Form N–2 to—titled “Securities Offering Reform” (70 Fed. Reg. 44722; published August 3, 2005).
(c)
added Rules of construction—
(1)
added No effect on Rule 482— Nothing in this section or the amendments made by this section shall be construed to impair or limit in any way a registered closed-end company from using section 230.482 of title 17, Code of Federal Regulations, to distribute sales material.
(1)
removed include an item or instruction that is similar to item 12 on Form S–3 to provide that any registered closed-end company that would otherwise meet the requirements of Form S–3 shall incorporate by reference its reports and documents filed under the Securities Exchange Act of 1934 into its registration statement filed on Form N–2; and
(2)
removed include an item or instruction that is similar to the instruction regarding automatic shelf offerings by well-known seasoned issuers on Form S–3 to provide that any registered closed-end company that is a well-known seasoned issuer may file automatic shelf offerings on Form N–2.
(c)
removed Treatment if revisions not completed in a timely manner— If the Commission fails to complete the revisions required by subsections (a) and (b) by the time required by such subsections, any registered closed-end company shall be entitled to treat such revisions as having been completed in accordance with the actions required to be taken by the Commission by such subsections until such time as such revisions are completed by the Commission.
(d)
removed Rules of construction—
(1)
removed No effect on Rule 482— (1) Nothing in this section or the amendments made by this section shall be construed to impair or limit in any way a registered closed-end company from using section 230.482 of title 17, Code of Federal Regulations, to distribute sales material.
(2)
renumbered was (5)(3) References— Any reference in this section to a section of title 17, Code of Federal Regulations, or to any form or schedule means such rule, section, form, or schedule, or any successor to any such rule, section, form, or schedule.